AIRCRAFT DRY LEASE
This Lease of aircraft is made, effective as of April 8, 1997, by and
between Wyoming Associates, Inc., a corporation incorporated under the laws of
the State of South Carolina, with principal offices at 961 East Main Street,
Spartanburg, South Carolina 29302 hereinafter referred to as "Lessor") and RTO,
Inc., a corporation incorporated under the laws of the State of Delaware, with
principal offices at 961 East Main Street, Spartanburg, SC 29302 (hereinafter
referred to as "Lessee").
The parties recite that:
A. Lessor owns a 1985 Canadair Challenger Model CL-600-2A12
aircraft, Serial No. 3042, and currently registered as N900CC (hereinafter
referred to as the "Aircraft"). The Aircraft is available for use by a qualified
B. Lessee desires to lease the Aircraft under such terms and
conditions as are mutually satisfactory to the parties.
The parties agree as follows:
LEASE OF AIRCRAFT
For Three Thousand Dollars and No/100 ($3,000.00) per flight hour,
Lessor agrees to lease the Aircraft to Lessee without crew. Said amount shall
include and fully cover Lessee's responsibility for the cost of maintenance and
insurance for the Aircraft. The Aircraft shall be delivered to Lessee at
Spartanburg Downtown Airport in Spartanburg, South Carolina on April 8, 1997, at
which time Lessee shall inspect the Aircraft to the extent deemed necessary.
shall have ten (10) flight hours following delivery of the aircraft in which to
notify Lessor in writing of any defects in the Aircraft or its equipment or
accessories. If, at the end of such period, Lessor has not received such
notification, it shall be conclusively presumed between the parties that Lessee
has fully inspected the Aircraft having knowledge that it is in good condition
and repair and that Lessee is satisfied with and has accepted the Aircraft in
such condition and repair.
This Lease shall commence on April 8, 1997 and continue for one year
after said date. Thereafter, this Lease shall be automatically renewed on a
month to month basis, unless sooner terminated by either party as hereinafter
provided. Either party may at any time terminate this Lease upon thirty (30)
days written notice to other party, delivered personally or by certified mail,
return receipt requested, at the address for said other party as set forth
COMMERCIAL OPERATION RESTRICTION
Neither Lessee nor Lessor will make the Aircraft available for hire
within the meaning of the Federal Aviation Regulations. The Aircraft is to
be operated strictly in accordance with 14 C.F.R. Part 91.
At all times during the term of this Lease, Lessor shall cause to be
carried and maintained, at Lessee's cost and expense, as set forth in Section
One, physical damage insurance with respect to the Aircraft in the amount set
Aircraft Physical Damage $10,500,000.00
(No Deductible While --------------
In Motion or Not In Motion)
At all times during the term of this Lease, Lessor shall also cause to
be carried and maintained, at Lessee's cost and expense, as set forth in Section
One, third party aircraft liability insurance, passenger legal liability
insurance, property damage liability insurance, and medical expense insurance in
the amounts set forth below:
Combined Liability Coverage for
Bodily Injury and Property Damage
Including Passengers -
Each Occurrence $100,000,000.00
Medical Expense Coverage -
Each Person $ 5,000.00
Lessee shall also bear the cost of paying any deductible amount on any
policy of insurance in the event of a claim or loss.
Any policies of insurance carried in accordance with this Lease: (i)
shall name Lessor as an additional insured; and (ii) shall contain a waiver by
the underwriter thereof of any right of subrogation against Lessor. Each
liability policy shall be primary without right of contribution from any other
insurance which is carried by Lessee or Lessor and shall expressly provide that
all of the provisions thereof, except the limits of liability, shall operate in
the same manner as if there were a separate policy covering each insured.
Lessor shall submit this Lease for approval to the insurance carrier
for each policy of insurance on the Aircraft. Lessor shall arrange for a
Certificate of Insurance evidencing appropriate coverage as to the Aircraft and
the satisfaction of the requirements set forth above to be given by its
insurance carriers to Lessee.
RESTRICTIONS ON USE
Lessee may operate the Aircraft only for the purposes and within the
geographical limits set form in the insurance policy or policies obtained in
compliance win Section Four of this Lease. The Aircraft shall be operated at all
times in accordance with the flight manual and all manufacturer's suggested
operating procedures. Furthermore, Lessee shall not use the aircraft in
violation of any foreign, federal, state, territorial, or municipal law or
regulation and shall be solely responsible for any fines, penalties, or
forfeitures occasioned by any violation by Lessee. If such fines or penalties
are imposed on Lessor and paid by Lessor, Lessee shall reimburse Lessor for the
amount thereof within thirty (30) days of receipt by Lessee of written demand
from Lessor. Lessee will not base the Aircraft, or permit it to be based,
outside the limits of the United States of America, without the written
consent of Lessor.
The Aircraft shall be flown only by certificated and qualified pilots
and shall be maintained only by certificated and qualified mechanics. In the
event the insurance on the Aircraft would be invalidated because Lessee is
unable to obtain certificated and qualified pilots and mechanics, Lessee shall
not operate the Aircraft until such time as certificated and qualified pilots
and mechanics are obtained and insurance on the Aircraft is made valid.
Lessee will not directly or indirectly create, incur, assume or suffer
to exist any lien on or with respect to the Aircraft. Lessee will promptly, at
its own expense, take such action as may be necessary to discharge any lien not
excepted above if the same shall arise at any time.
INSPECTION BY LESSOR
Lessee agrees to permit Lessor or any authorized agent to inspect the
Aircraft at any reasonable time and to furnish any information in respect to the
Aircraft and its use that Lessor may reasonably request.
Except in accordance with other written agreements entered into
subsequent to the date of this Lease between Lessee and Lessor regarding
maintenance of the Aircraft, Lessee shall not have the right to alter, modify,
or make additions or improvements to the Aircraft without the written permission
of Lessor. All such alterations, modifications, additions, and improvements as
are so made shall become the property of Lessor and shall be subject to all of
the terms of this Lease.
The registration of and title to the Aircraft shall be in the name of
the Lessor, and the Aircraft, at all times during the terms of this Lease or any
extension, shall bear United States registration markings. All responsibility
and obligations in regard to the operation of the
Aircraft as above owned, registered, and marked shall be borne by Lessee during
the term of this Lease.
PAYMENT OF TAXES
Lessee shall pay all taxes associated with Lessee's use of the Aircraft on
Lessee's own business, including landing fees, fuel taxes, and any other taxes
or fees which may be assessed against a specific flight by Lessee.
Lessee shall not assign this Lease or any interest in the Aircraft, or
sublet the Aircraft, without prior written consent of Lessor. Subject to the
foregoing, this Lease inures to the benefit of, and is binding on, the heirs,
legal representatives, successors, and assigns of the parties.
ACCIDENT AND CLAIM
Lessee shall immediately notify Lessor of each accident involving the
Aircraft, which notification shall specify the time, place, and nature of the
accident or damage, the names and addresses of parties involved, persons
injured, witnesses, and owners of properties damaged, and such other information
as may be known. Lessee shall advise Lessor of all correspondence, papers,
notices, and documents whatsoever received by
Lessee in connection with any claim or demand involving or relating to the
Aircraft or its operation, and shall aid in any investigation instituted by
Lessor and in the recovery of damages from third persons liable therefore.
RETURN OF AIRCRAFT TO LESSOR
On the termination of this Lease by expiration or otherwise, Lessee
shall return the Aircraft to Lessor at Spartanburg Downtown Airport in
Spartanburg, South Carolina, in as good operating condition and appearance as
when received, ordinary wear, tear and deterioration excepted, and shall
indemnify Lessor against any claim for loss or damage occurring prior to the
actual physical delivery of the Aircraft to Lessor.
MODIFICATION OF AGREEMENT
This Lease constitutes the entire understanding between the parties,
and any change or modification must be in writing and signed by both parties.
This Lease is entered into under, and is to be construed in accordance
with, the laws of the State of South Carolina.
TRUTH IN LEASING STATEMENT
THE AIRCRAFT, A 1985 CANADAIR CHALLENGER MODEL CL-600-2A12, MANUFACTURER'S
SERIAL NO. 3042, CURRENTLY REGISTERED WITH THE FEDERAL AVIATION ADMINISTRATION
AS N900CC, HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91 DURING THE 12
MONTH PERIOD PRECEDING THE DATE OF THIS LEASE.
THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR
OPERATIONS TO BE CONDUCTED UNDER THIS LEASE. DURING THE DURATION OF THIS LEASE,
RTO, INC., 961 EAST MAIN STREET, SPARTANBURG, SOUTH CAROLINA 29302, IS
CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS LEASE.
AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT
FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT
STANDARDS DISTRICT OFFICE.
THE "INSTRUCTIONS FOR COMPLIANCE WITH TRUTH IN LEASING REQUIREMENTS"
ATTACHED HERETO ARE INCORPORATED HEREIN BY REFERENCE.
I, THE UNDERSIGNED DAN C. BREEDEN, JR., AS VICE PRESIDENT OF RTO, INC.,
961 EAST MAIN STREET, SPARTANBURG, SC 29302, CERTIFY THAT I AM RESPONSIBLE FOR
OPERATIONAL CONTROL OF THE AIRCRAFT AND THAT I UNDERSTAND MY RESPONSIBILITIES
FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.
IN WITNESS WHEREOF, the parties have executed this Lease.
WYOMING ASSOCIATES, INC.
/S/ George D. Johnson, Jr. 4-26-97 4:53 pm
George D. Johnson, Jr., President Date and Time of Execution
/S/ Dan C. Breeden, Jr. 4-28-97 8:37 am
Dan C. Breeden, Jr., Vice President Date and Time of Execution